PayByPhone had an acquisition closing and needed General Counsel support, but didn’t have the time to hire.
Quick hits
Client: PayByPhone, a global mobility payments platform
Situation: Private equity acquisition with a looming close date and no permanent General Counsel in the seat
Engagement: Fractional General Counsel, February to August 2026
Scope: Corporate and commercial matters, plus oversight of post-acquisition legal needs
Utilization: Began at three days per week, scaled to four and five as deal and integration work intensified
Caravel lead: Janet Clark, Fractional General Counsel
Result: Uninterrupted legal coverage through the transition, and a GC search run on the company’s timeline rather than the calendar’s
Two clocks
A change of control is not the ideal moment for a gap in the legal function to emerge. The weeks on either side of a closing tend to generate more consequential legal work than most companies see in a year, and all of it arrives with a deadline attached.
PayByPhone was heading into exactly that period. The acquisition by new private equity owners was getting set to close, and the months on either side of it were, in the company’s own words, the kind of period where legal continuity “really can’t afford gaps.”
So two clocks were running at once. There was the deal clock, which sets its own pace and does not negotiate. And there was the hiring clock, which the company wanted to control. As they put it: “We were determined to run a proper search rather than fill the seat quickly.”
The dilemma? Hire quickly and you are choosing your most senior legal leader under deadline pressure, a decision with a long half-life and an expensive failure mode. Wait, and you go through an acquisition with nobody holding the legal function together.
When they came to Caravel, they weren’t just buying legal they were buying time.
Scaling with the work
Caravel’s Janet Clark stepped in as fractional GC in February 2026, roughly six weeks ahead of closing. The engagement began at three days a week. As the deal and then the integration work built up, it moved to four days, and then five.
This is the part of the fractional model that is easy to describe and harder to appreciate until you have needed it. A full-time hire is closer to a switch, on or off, with a notice period at either end. Fractional capacity behaves more like a dial. When work spiked, whether that was due to post-closing chaos, routine legal maintenance, business activity, or a convergence of all of the above, PayByPhone scaled the engagement up, with ease.
“The fractional model let us treat legal capacity as a lever we could pull up or down depending on what the business needed in a given quarter.
What it bought them
The engagement ran through August 2026, covering the transition end to end.
The most valuable thing it produced, though, was not a closed matter or a cleared queue. It was expertise, risk management, continuity and, most importantly, time.
Because legal was covered, the GC search could proceed at the speed of good judgment rather than the speed of necessity, with no candidate waved through simply because the seat had been empty too long. That breathing room is the point of the arrangement, and it is the thing companies in a leadership gap most often fail to buy for themselves.
The engagement did not end at the handover either. When PayByPhone’s new General Counsel arrived, Janet stayed on through onboarding, walking the new leader through the legal function as she had been running it and working alongside them to make the ramp up easier. They started with a live picture of where things stood rather than a backlog and no context, and they successfully avoided having to hit the pause button.
While they took six months to hire, they did not have to go six months without a General Counsel. That was an important balance.
“Working with Caravel, and with Janet specifically, felt less like managing an outside vendor and more like having a legal team that was genuinely embedded in how we operate. During a period of real change for the business, that mattered enormously.
For any company navigating a gap in permanent legal leadership, we would say the fractional model is worth serious consideration: it gave us the responsiveness and dedication of an in-house team, with the flexibility to scale, and the breathing room to make the right long-term hiring decision rather than a rushed one. We wouldn’t hesitate to consider Caravel for fractional support again in the future.”
Facing a gap in legal leadership? A vacancy is not a pause button, but it does not have to turn into a rushed hire either. Contact us to talk about fractional coverage.